MINNEAPOLIS and VANCOUVER, British Columbia, Oct. 14, 2022 – PRESS RELEASE – Goodness Growth Holdings Inc. announced that on Oct. 13, 2022, Verano Holdings Corp. delivered notice to Goodness purporting to terminate the arrangement agreement between Verano and Goodness dated Jan. 31, 2022, as amended. Under the arrangement agreement, Verano agreed to acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares of Goodness.

RELATED: Verano to Acquire Goodness Growth for $413 Million

Goodness believes that Verano has no legal basis to terminate the arrangement agreement, and that Verano has committed various material breaches of the arrangement agreement. Verano’s repudiation of the agreement has been acknowledged by Goodness, and the transaction will not proceed. Goodness intends to immediately commence legal proceedings against Verano to seek significant damages for, among other things, Verano’s material breaches of the arrangement agreement, Verano’s failure to discharge its obligations thereunder and Verano’s breach of the duties of good faith and honest contractual performance.

The termination notice claims that Verano has grounds to terminate the arrangement agreement on the basis of:

• alleged breaches of certain representations made by Goodness;
• Goodness’ alleged failure to give reasonable consideration to Verano’s comments on the draft Goodness proxy circular prepared by Goodness and reviewed and cleared by the U.S. Securities Exchange Commission (the “proxy”);
• the refusal of the board of directors of Goodness to reevaluate the terms of the transaction despite the fact that no material adverse changes had occurred to either Goodness or Verano; and
• Goodness’ alleged failure to reaffirm its recommendation to shareholders to vote for the transaction, which recommendation had not yet been made and was planned to be made in the proxy, which was anticipated to be mailed to the shareholders of Goodness next week.

Goodness vehemently denies all of Verano’s allegations and has complied with its obligations under the arrangement agreement in all material respects at all times. Verano has no factual or legal basis to justify or support its purported grounds for termination of the arrangement agreement. Goodness believes that Verano is repudiating the arrangement agreement to avoid fulfilling its obligations thereunder after Goodness refused Verano’s request to reduce the agreed-upon consideration payable by Verano under the arrangement agreement.

Goodness will file suit promptly to recover all damages available to it under the arrangement agreement and at law, and hold Verano responsible for its breaches and failure to consummate the transactions contemplated thereunder.

The foregoing summary of certain provisions of the arrangement agreement is qualified in its entirety by the provisions of the arrangement agreement, a copy of which is available on SEDAR at www.sedar.com.

Adult-use cannabis legalization advocates succeeded in landing another petition on the South Dakota ballot, but polls are not in their favor this time around.

While South Dakota voters already passed an adult-use legalization referendum with a 54.2% majority in 2020—but had their voices cut off following a state Supreme Court decision in 2021—two polls show that enthusiasm for reform is now lagging behind heading into next month’s election.

Most recently, pollsters from South Dakota State University (SDSU) found that 47% of the state’s likely voters oppose Initiated Measure 27—the 2022 adult-use legalization ballot question—while 45% support the referendum and 8% are undecided. Those results are from the “2022 South Dakota Election Study” that was conducted from Sept. 28 to Oct. 10 by a nonpartisan research group housed in the School of American and Global Studies at SDSU.

The poll, which included input from 565 registered voters, has a four-point margin of error.

“This shows that the electorate may have shifted on the issue since approving a similar measure in 2020 and is bucking the national trend,” SDSU pollsters wrote in their findings, recognizing the growing support for reform elsewhere in the U.S.

That poll deviates slightly from a mid-July 2022 poll of 500 registered voters conducted by Mason-Dixon Polling & Strategies, which revealed 54.4% of South Dakotans opposed adult-use legalization while 43.8% supported it—a 10.6-point margin verses the 2-point margin in the more recent poll.

RELATED: South Dakota’s Adult-Use Cannabis Legalization Measure Could Fail, Poll Shows

In the meantime, organizers from South Dakotans for Better Marijuana Laws (SDBML), dubbed the “Yes on 27” campaign, are set to embark on a 10-day statewide tour that includes stops in at least a dozen cities, Dakota News Now reported. The tour path includes Watertown, Aberdeen, Sisseton, Huron, Mitchell, Yankton, Wagner, Pierre, Eagle Butte, Rapid City, Belle Fouche and Pine Ridge, concluding on Oct. 24—the last day South Dakotans can register for the Nov. 8 election.

SDBML Campaign Director Matthew Schweich said during an Oct. 12 press conference that the tour includes two main goals: to register voters and provide them accurate information about legal cannabis.

“The reason why I hope you’ll come talk to us is because there’s a lot of misinformation out there right now, and I think that what we’re seeing in 2022 is a much more misleading opposition campaign than what we saw in 2020,” he said.